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PLAN AND AGREEMENT OF REORGANIZATION
THIS PLAN AND AGREEMENT OF REORGANIZATION (hereinafter referred to as
the "Agreement") is entered into as of this 1st day of April, 1999, by and
between ACCU CHEM CONVERSION, INC. (hereinafter referred to as "Accu Chem") and
the shareholders of Accu Chem (hereinafter referred to individually and
collectively as "Shareholder"), and QUADRATECH, INC. (hereinafter referred to as
"QUDT") .
WITNESSETH
WHEREAS, Accu Chem is a California corporation with authorized capital
stock of 1,000,000 shares, of which 6,000 shares were issued and outstanding
as of February 28, 1999 (hereinafter "Accu Chem Shares");
WHEREAS, QUDT is a Nevada corporation with authorized capital stock of
50,000,000 shares of common stock ($.001 par value), of which 21,513,301 shares
were issued and outstanding as of March 31, 1999.
WHEREAS, QUDT desires to purchase from Shareholder not less than eighty
(80%) percent of the issued and outstanding shares of Accu Chem owned by
Shareholder in exchange solely for QUDT shares of common stock stock ("Stock");
and
WHEREAS, it is the intention of Shareholder to exchange the Accu Chem
Shares held by it for Stock of QUDT, on the basis of 3,000 QUDT Stock for each
1 Accu Chem Share, on the terms and conditions set forth herein; and
WHEREAS, it is the intention of QUDT, Accu Chem and Shareholder that the
transactions contemplated hereby constitute a taxfree "reorganization" as
defined in the Internal Revenue Code of 1986, as amended and that all the terms
and provisions of this Agreement be interpreted, construed and enforced to
effectuate this intent.
NOW THEREFORE in consideration of the foregoing and the mutual
covenants, promises, representations and warranties contained herein, the
parties hereto agree as follows:
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Article I
EXCHANGE
1.1 Exchange of Stock of Accu Chem. At the Closing Date (as defined in
Article VII hereof), in accordance with the provisions of this Agreement and
applicable law, Shareholder shall transfer and QUDT shall acquire all of the
Accu Chem Shares owned by Shareholder, on the basis of 3,000 QUDT Stock for each
1 Accu Chem Share.
Article II
CONSIDERATION
2.1 Exchange. Shareholder and QUDT agree that all of the Accu. Chem
Shares owned by Shareholder shall be exchanged with QUDT for not to exceed
18,000,000 shares of common stock. All such Stock shall be issued in
certificates of such denominations, amounts and names as may be requested by
Shareholder.
2.2 Investment Intent. Shareholder represents and warrants that it is
acquiring said shares for investment purposes only and not with a view towards
resale or redistribution in violation of state and federal securities laws.
Shareholder agrees to deliver to QUDT at the closing, a letter setting forth an
agreement that said shares are being acquired for investment purposes only and
will not be sold except in compliance with the Securities Act of 1933, as
amended, and the Rules and Regulations promulgated thereunder. Said letter
agreement will provide, in part, that the Shareholder will agree not to sell
said shares for a period of three (3) years from the date of issue; provided,
however, that in the event QUDT has a public offering and the underwriter
thereof consents, the Shareholder shall have the right to sell such shares as
part of said offering, in the sole discretion of the underwriter.
2.3 Delivery. At said closing, Shareholder shall deliver certificates
for the shares of Accu Chem, duly endorsed in negotiable form, with signatures
guaranteed, free and clear from all claims and encumbrances.
Article III
REPRESENTATIONS AND WARRANTIES OF QUDT
QUDT represents the warrants to Shareholder as follows:
3.1 Organization. QUDT is a corporation duly incorporated, validly
existing and, at the closing, in good standing under the laws of the State of
Nevada and has the corporate power and authority to own or lease its properties
and to carry on business as now being conducted.
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3.2 Capitalization. Prior to the closing date, the authorized capital
stock of QUDT shall consist of 50,000,000 shares of common stock, of which
21,513,301 are issued and outstanding.
3.3 Financial Statements. QUDT has furnished to Shareholder financial
statements as disclosed to the Securities and Exchange Commission. All of said
financial statements, (i) are in accordance with QUDT's books and records, (ii)
present fairly and financial position of QUDT as of such dates, and its results
of operations and changes in financial position for the respective periods
indicated, (iii) have been prepared in conformity with generally accepted
accounting principles applied d on a consistent basis, and (iv) consistent with
prior business practice, contain adequate reserves for all known or contingent
liabilities, losses and refunds with respect to services or products already
rendered or sold.
3.4 Authorization. QUDT has the power to enter into this Agreement, and
this Agreement, when duly executed and delivered, will constitute the valid and
binding obligation of QUDT.
3.5 Effect of Agreement. The execution and delivery by QUDT of this
Agreement and the consummation of the transactions herein contemplated, (i) will
not conflict with, or result in a breach of the terms of, or constitute any
default under or violation of, any law or regulation of any governmental
authority, or the Articles of Incorporation or By-Laws of QUDT, or any material
agreement or instrument to which QUDT is a party or by which it is bound or is
subject; (ii) nor will it give to others any interest or rights, including
rights of termination, acceleration or cancellation, in or with respect to any
of the properties, assets, agreements, leases, or business of QUDT.
3.6 Nature of Representations. No representation, warranty or agreement
made by QUDT in this Agreement or any of the Schedules or any other Exhibits
hereto and no statement made in the Schedules or any such Exhibit, list,
certificate or schedule or other instrument or disclosure furnished by them in
connection with the transactions herein contemplated contains, or will contain,
any untrue statement of a material fact necessary to make any statement,
representation, warranty or agreement not misleading.
Article IV
REPRESENTATIONS AND WARRANTIES OF ACCU CHEM AND SHAREHOLDER
Accu Chem and Shareholder, and each of them, represent and warrant to
QUDT as follows:
4.1 Organization. Accu Chem is a corporation duly incorporated, validly
existing and, at the closing, in good standing under the laws of the State of
California and has the corporate power and authority to own or lease its
properties and to
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carry on business as now being conducted.
4.2 Capitalization. The authorized capital stock of Accu Chem consists
of one class of shares of stock, the total number of shares which Accu Chem is
authorized to issue is 1,000,000 shares, of which 6,000 shares are presently
issued and outstanding and held by four (4) individuals. There are no
outstanding options or warrants to acquire additional shares.
4.3 Authority. Accu Chem and Shareholder have the full power and
authority to enter into this Agreement and to carry out its obligations
hereunder. Other than approval by the Board of Directors and/or Shareholder, no
proceedings on the part of Shareholder is necessary to authorize this Agreement
or the transactions completed hereby. This Agreement constitutes the legal,
valid and binding obligation of Accu Chem and Shareholder enforceable in
accordance with its terms.
4.4 Financial Statements. Accu Chem has furnished to QUDT audited
financial statements as of the close of its last fiscal year and unaudited
financial statements as of March 31, 1999. All of said financial statements, (i)
are in accordance with Accu Chem's books and records, (ii) present fairly and
financial position of Accu Chem as of such dates, and its results of operations
and changes in financial position for the respective periods indicated, (iii)
have been prepared in conformity with generally accepted accounting principles
applied on a consistent basis, and (iv) consistent with prior business practice,
contain adequate reserves for all known or contingent liabilities, losses and
refunds with respect to services or products already rendered or sold.
4.5 All Patent/License Rights. To the best of its knowledge, Accu Chem
owns or possesses the requisite licenses or other rights to use all licenses,
patents, trademarks, service marks, service names and trade names presently
used. There is no claim or action by any person, or proceeding pending, or
threatened which challenges the exclusive rights of Accu Chem with respect to
said right's used, or contemplated to be used, in Accu Chem's business. Nothing
herein contained have or shall be deemed to constitute a representation or
warranty that such licenses, patents, trademarks, or trade names may not be
utilized or challenged in the future, and that they will be upheld if
challenged.
4.6 Contracts/Other Rights. Prior to the closing, Accu Chem will furnish
QUDT with a true and complete list and description of all material contracts and
licenses by and between Accu Chem and Shareholder, between them and with others.
Each of the agreements, contract, commitments, leases, plans and other
instruments, documents and undertakings to be supplied is valid and enforceable
in accordance with its terms. Accu Chem is not in default of the performance,
observance or fulfillment of any material obligations, covenant or condition
contained therein; and no event has occurred which with or without the giving of
notice or lapse of time, or both, would constitute a default thereunder;
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furthermore, except as may be disclosed in writing at the time of delivery, no
such agreement, contract, commitment, lease, plan or other instrument, document
or undertaking, in the reasonable opinion of Accu Chem, contains any contractual
requirement with which there is a likelihood Accu Chem will be unable to comply.
4.7 Competition. Except as set forth in the contracts described in 4.6
above or in 4.10 below, neither Accu Chem, nor any officer or director or
Shareholder of Accu Chem has any material direct or indirect financial or
economic interest in any related industry entity or in any competition or
customer of Accu Chem.
4.8 Effect of Agreement. The execution and delivery by Accu Chem and
Shareholder of this Agreement and the consummation of the transactions herein
contemplated, (i) will not conflict with, or result in a breach of the terms of,
or constitute a default under or violation of, any law or regulation of any
governmental authority, or the Articles of Incorporation or By-Laws of Accu
Chem, or any material agreement or instrument to which Accu Chem or Shareholder
is a party or by which it is bound or is subject; (ii) nor will it give to rise
to any interests or rights, including rights of termination, acceleration or
cancellation, in or with respect to any of the properties, assets, agreements,
leases, or business of Accu Chem.
4.9 Personal Property. All of the property, assets and equipment owned
by or used by Accu Chem is in good repair, well maintained, and in good and
satisfactory operating condition consistent with their age, free from any known
defects, except such minor defects as do not substantially interfere with the
continued use thereof in the conduct of normal operations and such property,
assets, and equipment which is owned by Accu Chem is valued on the Balance Sheet
at original purchase price less reasonable depreciation consistently applied in
accordance with generally accepted accounting principles.
4.10 Leases. Prior to the closing, Accu Chem will furnish QUDT with true
and complete list and description of all leases of real property and equipment
by and between Accu Chem and the lessees. Accu Chem and Admiral Transportation
(a California corporation), owned and controlled by Xxxx X. Xxx, have an oral
agreement for the possession of certain real property presently utilized by Accu
Chem. Said agreement may be terminated by Accu Chem upon thirty (30) days'
written notice, in accordance with California law. Accu Chem will not enter into
any further agreements with Admiral Transportation (a California corporation)
without the prior written consent of QUDT. Each of said leases are valid and
enforceable in accordance with its terms.
4.11 Minutes Book. The records of meetings and other corporate actions
of the Board of Directors (including any committees of the Board) of Accu Chem
which are contained in the Minute Books of Accu Chem contain complete and
accurate records of the matters reflected in such minutes.
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4.12 Litigation; Claims. Neither Shareholder nor Accu Chem is a party
to, and there are not any claims, actions, suits, investigations or proceedings
pending or threatened against Accu Chem or its business, at law or in equity, or
before or by any governmental department, commission, board, bureau, agency, or
instrumentality, domestic or foreign, which if determined adversely would have a
material effect on the business or financial condition of Accu Chem or the
ability of Accu Chem to carry on its business. The consummation of the
transactions herein contemplated will not conflict with or result in the breach
or violation of any judgment, order, writ, injunction or decree of any court or
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign.
4.13 Taxes and Reports. At the Closing Date, Accu Chem and Shareholder
(i) will have filed all tax returns required to be filed by any jurisdiction,
domestic or foreign, to which it is or has been subject, (ii) has either paid in
full all taxes due and taxes claimed to be due by each jurisdiction, and any
interest and penalties with respect thereto, and (iii) has adequately reflected
as liabilities on its books, all taxes that have accrued for any period to and
including the Closing Date.
4.14 Compliance with Laws and Regulations. To the best of their
knowledge, Accu Chem and Shareholder have complied with, and are not in
violation of any federal, state, local or foreign statute, law, rule or
regulation with respect to the conduct of Accu Chem's businesses, which
violation might have a material adverse effect on the business, financial
condition or earnings of Accu Chem.
4.15 Finders. Accu Chem and Shareholder, and each of them, is not
obligated, absolutely or contingently, to any person for financial advice, a
finder's fee, brokerage commission, or other similar payment in connection with
the transactions contemplated by this Agreement.
4.16 Nature of Representations. Accu Chem and Shareholder have taken
reasonable care to ensure that all disclosures and facts are true and accurate
and that there are no other material facts, the omission of which would make
misleading any statement herein. Further, no representation, warranty or
agreement made by Accu Chem and Shareholder in this Agreement or any of the
Schedules or any other Exhibits hereto and no statement made in the Schedules or
any such Exhibit, list, certificate or schedule or other instrument or
disclosure furnished by them in connection with the transactions herein
contemplated contains, or will contain, any untrue statement of a material fact
necessary to make any statement, representation, warranty or agreement not
misleading.
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Article V
ACCESS TO INFORMATION
5.1 Access to Information. Accu Chem and Shareholder shall afford
representatives of QUDT reasonable access to officers, personnel, and
professional representatives of Accu Chem and such of the financial, contractual
and corporate records of Accu Chem as shall be reasonably necessary for QUDT's
investigations and appraisal of Accu Chem.
5.2 Effect of Investigations. Any such investigation by QUDT of Accu
Chem shall not affect any of the representations and warranties hereunder and
shall not be conducted in such manner as to interfere unreasonably with the
operation of the business of Accu Chem.
Article VI
CONDITIONS TO OBLIGATIONS OF QUDT
The obligations of QUDT under this Agreement are, at the option of QUDT,
subject to the satisfaction, at and prior to the Closing Date, of the following
conditions:
6.1 Shareholder Acceptance. Between the date hereof and April 20, 1999,
not less than 80% of the issued and outstanding shares of Accu Chem owned by
Shareholder shall enter into this Agreement.
6.2 Lease. Between the date hereof and the Closing Data, there shall be
no written lease entered into by and between Accu Chem and Admiral
Transportation (a California corporation) and Xxxx X. Xxx, or either, or with
any other shareholder of Accu Chem, without the prior written consent of QUDT.
Notwithstanding the foregoing, in the event that Xxxx X. Xxx is an exchanging
shareholder under this Agreement, a written lease of the real property presently
utilized by Accu Chem and orally leased from Admiral Transportation (a
California corporation) as is referred to in 4.10 above, on terms substantially
consistant with the present oral terms heretofore disclosed to QUDT, may be
negotiated and the execution thereof will not be unreasonably withheld;
provided, however, that said written lease is negotiated and approved by QUDT
prior to April 29, 1999.
6.3 Fulfillment of Covenants. All the terms, covenants and conditions
of this Agreement to be complied with and performed by Accu Chem at or before
the Closing Date shall have been duly complied with and performed.
6.4 Accuracy of Representations and Warranties: Other Documents. All of
the representations and warranties made by all parties to this Agreement shall
be true as of the Closing Date.
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6.5 No Litigation. There shall be no action, proceeding, investigation
or pending or actual litigation the purpose of which is to enjoin or may be to
enjoin the transactions contemplated by this Agreement or which would have the
effect, if successful, of imposing a material liability upon Accu Chem, or any
of the officers or directors thereof, because of this consummation of the
transactions contemplated by this Agreement.
Article VII
CONDITIONS TO OBLIGATIONS OF SHAREHOLDER
The obligations of Shareholder under this Agreement are, at the option
of Shareholder, subject to the satisfaction, at and prior to the Closing Date,
of the following conditions:
7.1 Fulfillment of Covenants. All the terms, covenants and conditions of
this Agreement to be complied with and performed by Accu Chem at or before the
Closing Date shall have been duly complied with and performed.
7.2 Accuracy of Representations and Warranties; Other Documents. All of
the representations and warranties made by all parties to this Agreement shall
be true as of the Closing Date.
7.3 No Litigation. There shall be no action, proceeding, investigation
or pending or actual litigation the purpose of which is to enjoin or may be to
enjoin the transactions contemplated by this Agreement or which would have the
effect, if successful, of imposing a material liability upon Accu Chem, or any
of the officers or directors thereof, because of the consummation of the
transactions contemplated by this Agreement.
Article VIII
CLOSING
8.1 Closing Date. The consummation of the exchange on May 15, 1999 or
sooner shall take place, at the offices of Xxxxxx X. Xxxxxxx, 0000 Xxxxxxx Xxxx
Xxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or such other time or place as
shall be mutually agreed upon by the parties to this Agreement.
8.2 Actions to be Taken by Parties on the Closing Date. On the Closing
Date, each party shall deliver to the other all documents or agreements provided
or herein to be delivered on the Closing Date.
8.3 other. Between the date hereof and the Closing Date, Accu Chem will
take no actions, other than those reasonably required to consummate a closing,
without the prior written consent of QUDT.
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Article IX
INDEMNIFICATION AND ARBITRATION
9.1 Indemnification. Each of the parties agree to indemnify and hold
harmless the other against any and all damages, claims, losses, expenses,
obligations and liabilities (including reasonable attorney's fees) resulting
from or related to any breach of, or failure by each of the parties to perform
any of their representations, warranties, covenants, conditions or agreements in
this Agreement or in any schedule, certificate, exhibit or other document
furnished, or to be furnished under this Agreement.
9.2 Claims of Indemnification. Any claim for indemnification pursuant to
this Agreement, unless otherwise received by means of direct negotiation among
the parties upon reasonable oral notification by the party seeking
indemnification to all other parties, shall be made by writing of the nature and
amount of the claim to the other.
Article X
PAYMENT OF EXPENSES
10.1 Expenses. All costs and expenses of the transaction contemplated
herein shall be borne by the respective parties hereto.
Article XI
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
11.1 Survival. All statements contained in the Schedules, any Exhibit or
other instrument delivered by or on behalf of the shareholders or in connection
with the transactions contemplated by this Agreement, shall be deemed to be
representations made by or on behalf of the parties to this Agreement, all
representations, warranties and agreements made by the parties to this Agreement
or pursuant hereto shall survive.
Article XII
GENERAL
12.1 Partial Invalidity. If any term or provision of this Agreement or
the application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those to which it
is held invalid or unenforceable, shall not be affected thereby, and each such
term and provision of this Agreement shall be valid and be enforced to the
fullest extent permitted by law.
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12.2 Waiver. No Waiver of any breach of any covenant or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach
thereof, or of any other covenant or provision herein contained. No extension of
time for performance of any obligation or act shall be deemed and extension of
the time for performance of any other obligation or act.
12.3. Notices. All notices or other communications required or permitted
hereunder shall be in writing, and shall be sent by registered or certified
mail, postage prepaid, return receipt requested, and shall be deemed received
upon mailing thereof.
To: Quadratech, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
cc: Xxxxxx X. Xxxxxxx, Esq.
0000 Xxxxxxx Xxxx Xxxx Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
To: Shareholder
[To the address set forth on
the signature line]
To: Accu Chem Conversion, Inc.
000 X. Xxxxxxx Xxxx
Xxxx xx Xxxxxxxx, XX 00000
Notice of change of address shall be given by written notice in the
manner detailed in this subparagraph 12.3.
12.4 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the permitted successors and assigns of the
parties hereto.
12.5 Professional Fees. In the event of the bringing of any action or
suit by a party hereto against another party hereunder by reason of any breach
of any of the covenants, agreements or provisions on the part of the other party
arising out of this Agreement, then in that event the prevailing party shall be
entitled to have and recover of and from the other party all costs and expenses
of the action or suit, including actual attorney's fees, accounting fees, and
other professional fees resulting therefrom.
12.6 Entire Agreement. This Agreement is the final expression of, and
contains the entire agreement between, the parties with respect to the subject
matter hereof and supersedes all prior understandings with respect thereto. This
Agreement may not be modified, changed, supplemented or terminated, nor may any
obligations hereunder be waived, except by written instrument signed by the
party to be charged or by his agent duly authorized in writing or as otherwise
expressly permitted herein. The parties
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do not intend to confer any benefit hereunder on any person, firm or corporation
other than the parties hereto.
12.7 Time of Essence. The parties hereby acknowledge and agree that time
is strictly of the essence with respect to each and every term, condition,
obligation and provision hereof and that failure to timely perform any of the
terms, conditions, obligations or provisions hereof by either party shall
constitute a material breach of and non-curable (but waivable) default under
this Agreement by the party so failing to perform.
12.8 Construction. Headings at the beginning of each paragraph and
subparagraph are solely for the convenience of the parties and are not a part of
the Agreement. Whenever required by the context of this Agreement, the singular
shall include the plural and the masculine shall include the feminine. This
Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if both parties had prepared the same. Unless otherwise
indicated, all references to paragraphs and subparagraphs are to this Agreement.
In the event the date on which any party is required to take any action under
the terms of this Agreement is not a business day, the action shall be taken on
the next succeeding day.
12.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which taken together
shall constitute one instrument.
12.10 Governing Law. The parties hereto expressly agree that this
Agreement shall be governed by, interpreted under, and construed and enforced in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
Los Angeles, California.
DATED: April 12, 1999 QUADRATECH, INC.
By: /s/ XXXXX XXXX
---------------------------------
Xxxxx Xxxx, President
DATED: April 12, 1999 ACCU CHEM CONVERSION, INC.
By: /s/ XXXXX X. XXXXXXXXXX
---------------------------------
Xxxxx Xxxxxxxxxx,
President
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SHAREHOLDER
/s/ XXXXX X. XXXXXXXXXX
-----------------------------------------
XXXXX X. XXXXXXXXXX
00000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx Xxxxx, XX 00000
/s/ XXXXX X. XXXXXXXX
-----------------------------------------
XXXXX X. XXXXXXXX
0000 Xxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
-----------------------------------------
XXXX X. XXX
00000 X. Xxxxxxxxxxxx
Xxxxxxxx, XX 00000
/s/ XXXXXXX X. XXXXX
-----------------------------------------
XXXXXXX X. XXXXX
00000 Xxxxxxxxx Xxxxxx
Xxxxx Xxxx, XX
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